END-USER LICENSE AGREEMENT
This End-User License Agreement (this “Agreement”) creates a legally binding agreement between you, as an end user of our Site and Services (“End User”), and Circle The People Inc., a California corporation (the “Company”). The End User will be referred to herein as “you,” “your,” and “yours.” The Company will be referred to herein as “we,” “us,” “our,” and “ours.” Collectively, you and the Company may be referred to as the “Parties” and individually as “Party.” Capitalized terms used but not defined herein shall have the definitions assigned in our Terms of Use.
This Agreement governs your use of all our Services and software products (hereinafter, “Software”), specifically, our Circle App. By accessing, downloading, installing, or otherwise using our Services and Software in any way, you agree to be bound by this Agreement in its entirety. If you do not agree, you must cease use of our Services and Software immediately.
SOFTWARE LICENSE: When you create an account with Circle and subscribe for our services, you may then lawfully access the Software. At that point, we grant you, subject to all the terms and conditions of this Agreement, a non-exclusive, non-transferable, limited, revocable personal license to use the Software (“License”). This License extends to the use of documentation, data, or information developed by the Company, and other materials which may assist in your use of the Software. This License may not be used for any business or commercial purposes other than the Services. This License may not be transferred to any third parties without the prior express written permission of the Company.
This License automatically and immediately terminates when you terminate your account with us, you are no longer paying the monthly subscription fee for our Services, or upon your cessation of use of the Software.
This License shall be applicable to all End Users of the Software and our Services unless a separate written agreement has been executed between you and the Company.
LICENSE FEE: The License is provided for so long as your account with us is current and in good standing, you have complied with all the provisions of our Terms of Use, and your monthly subscription fee for our Services is paid in full. If there is any delay in payment of the subscription fee, the Company reserves the right to suspend your use of the Services and/or Software until your account is current and the subscription fee is paid in full.
ADDITIONAL TERMS: Additional terms are applicable to the Parties’ relationship as our Terms of Use and our Privacy Policy also apply to each End User. The provisions of those documents are incorporated herein by this reference. There may, in future, be additional documents containing additional terms and conditions surrounding the use of our Services and Software that will also apply to your relationship with us. Nothing contained herein is intended to restrict the terms of the above referenced documents or any other written agreement. Instead, all relevant documents shall be construed as broadly as possible.
Our Terms of Use can be found at the following link: www.circlethepeople.com/circle-primary-services-agreement. Our Privacy Policy can be found at the following link: www.circlethepeople.com/privacy.
INTELLECTUAL PROPERTY: You agree that our Services, Software, and our Site are the sole and exclusive property of the Company, including all copyrights, trademarks, trade secrets, patents, mask rights, and other intellectual property (collectively, “Company IP”). You agree that the Company owns all right, title, and interest in and to the Company IP and that you will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks, or Uniform Resource Locators (URLs), without the prior express written permission of the Company.
ACCEPTABLE USE: You agree not to use our Services or Software for any unlawful purpose, or any purpose prohibited under by the Terms of Use or this Agreement. You agree not to use or Services or Software in any way that could economic or reputational damage the Company, its Sites, Services, or general business of the Company.
You further agree not to use our Services or Software:
- to harass, abuse, stalk, or threaten others or otherwise violate any person’s legal rights including, but not limited to, a person’s right to privacy or publicity;
ii) to use any material or information, including images or photographs, which are made available through our Site or Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of the Company or any third party;
iii) to upload or otherwise disseminate any computer viruses or other software such as Trojan horses, worms, time bombs, cancelbots, corrupted files, that may damage the computers or property of the Company or any other person;
iv) to restrict or inhibit any other user from using and enjoying our Site or Services, or to perpetrate any fraud, or to violate any applicable law, rule or regulation;
v) to harvest or otherwise collect information about others, including e-mail addresses, or to engage in or create any surveys, contests, duplicative or unsolicited emails, gambling, sweepstakes, chain letters, spam, junk email, pyramid, or ponzi scheme;
vi) to publish, post, upload, or distribute any obscene, indecent, or defamatory information, material, or topic;
vii) to publish or distribute any material that incites violence, hate, or discrimination towards any person or group; or
viii) to unlawfully gather information about others.
REVERSE ENGINEERING & SECURITY: You agree not to undertake any of the following actions:
a) reverse engineer, or attempt to reverse engineer or disassemble our Site, Services or Software, or any code within or related to our Site, Services or Software or the Company website;
b) violate the security of our Site, Services or Software through any unauthorized access, circumvention of encryption or other security tools, data mining, interference with any host, user, or network; or
c) copy or otherwise distribute copies of our Site, Services or Software unlawfully, such as through any peer-to-peer network or other intellectual property circumvention tool.
MAINTENANCE: The Company will undertake to conduct periodic and continual maintenance on its Site, Services, and Software. This may include the addition or deletion of certain functions and features, “debugging” activities to cause our Site, Services, or Software to perform my efficiently and without error, or a wholescale replacement of our Site, Services, or Software with a new and improved version of the same. Such maintenance may cause periodic interruptions to the use and accessibility of our Site, Services, and Software. The Company will keep any such interruptions to a minimum and for as short a period of time as possible; however, you understand and agree that the Company may perform these functions and that your access to, and use of, our Site, Services, and Software may be briefly interrupted from time-to-time.
INDEMNIFICATION: You agree to indemnify, defend, and hold the Company and all of its subsidiaries and affiliates (if applicable), harmless from and against any and all damages, assessments, fines, fees and costs, including reasonable attorney’s fees, incurred or imposed on us in connection with any legal claims, demands, actions, proceedings or lawsuits (including all costs of investigation) which may arise from, or relate to, your use or misuse of our Site, Services, or Software, your breach of this Agreement, our Terms of Use or Privacy Policy, or your conduct or actions and the conduct and actions of others under your supervision or control. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes, at your sole cost and expense.
SPAM POLICY: You are strictly prohibited from using our Site, Services, or Software for any illegal spam activities, including gathering email addresses and personal information from others, or sending any mass communications via email, text, or other form of electronic communication, whether for commercial purposes or otherwise.
SERVICE INTERRUPTIONS: The Company may need to interrupt access to our Site, Services, and/or Software to perform routine maintenance or emergency services on an unscheduled basis. The Company will publish in advance on its Site the dates and estimated time frame for all routine and scheduled maintenance activities. You agree that your access to, and use of, our Site, Services, or Software may be affected by such unanticipated or unscheduled downtime, for any reason, and that the Company shall have no liability for any direct or indirect actual, consequential, or incidental loss, cost, or damage, whether reasonably foreseeable, caused to, or incurred by, you because of such scheduled or unscheduled downtime.
NO WARRANTIES: You agree that your use of our Site, Services, or Software is at your sole and exclusive risk, and that our Site, Services, and Software are all provided on “As Is” basis. The Company hereby expressly disclaims any and all express, implied or statutory warranties of any kind, including, but not limited to, warranties relating to title, non-infringement, fitness for a particular purpose, and merchantability. The Company makes no warranties that our Site, Services, or Software will meet your needs or that access to our Site, Services, or Software will be uninterrupted and/or error-free. The Company also makes no warranties as to the reliability or accuracy of any information contained within our Site, Services, or Software. You agree that any loss, cost, or damage that may be incurred or imposed upon you, through your computer system, or as a result of loss of your data from your use of our Site, Services, or Software is your sole responsibility, and that the Company is not liable for any such loss, cost, or damage.
LIMITATION ON LIABILITY: The Company is not liable for any loss, cost, or damage that you may incur or have imposed upon you because of your use of our Site, Services, or Software. The foregoing clause is to be interpreted liberally and applied to the fullest extent permitted by law. The maximum liability of the Company arising from or relating to this Agreement is limited to the greater of one hundred ($100) U.S. Dollars or the amount you actually paid to the Company for its Services over the six (6) month period immediately preceding the date of any loss, cost, or damage incurred by or imposed upon you. This section applies to any and all claims by you, whether statutory, at law, or in equity, including, but not limited to, claims for lost profits or revenues, any actual, incidental, consequential, or punitive damages, negligence, strict liability, fraud, personal injury or property damage, or any tort of any kind.
DISPUTE RESOLUTION & GOVERNING LAW: All disputes, claims, action, proceedings, and lawsuits, if any, must be brought and resolved as provided in our Terms of Use.
ASSIGNMENT: This Agreement, and the rights granted hereunder, shall not be assigned, sold, leased, conveyed, hypothecated, or otherwise transferred in whole or in part, by you. Such prohibition, however, does not apply to the Company and the Company may assign, sell, lease, mortgage, encumber, convey, hypothecate, or otherwise transfer, or dispose of any or all its right, title, and interest in or to this Agreement, and the rights granted hereunder, without prior notice to you and without your prior approval or consent. Should this Agreement, or the rights granted hereunder, be assigned, sold, leased, conveyed, hypothecated, or otherwise transferred by the Company, the rights, duties, obligations, and liabilities of the Company will bind and inure to any assignee, successor, transferee, or administrator.
HEADINGS FOR CONVENIENCE ONLY / CONFLICTING PROVISIONS: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement. Any contradiction between this Agreement and our Terms of Use will be resolved by applying our Terms of Use to the issue or situation.
NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties because of this Agreement. No Party has any authority to bind the other to third parties. There are no third-party beneficiaries to this Agreement, and no third party my enforce any provision of this Agreement, except as specifically set forth herein.
FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, civil disobedience, criminal acts, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail, text, or fax. For any questions or concerns, please email us at the following address: info@circlethepeople.com.
